[Form 4] Petco Health and Wellness Company, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Petco Health & Wellness (WOOF) Form 4: CFO Sabrina Simmons reported an insider transaction dated 24-Jul-2025. A total of 17,574 Class A shares were automatically withheld (Transaction Code F) at $4.36 to cover tax obligations arising from the vesting of restricted stock units (RSUs) granted on 29-Jul-2024 under the 2021 Equity Incentive Plan. No open-market sale occurred and no derivative securities were traded.

Following the withholding, Simmons remains a significant equity holder with 1,502,865 shares, including 1,422,766 unvested RSUs. The filing is routine, administrative in nature and does not reflect a discretionary change in her investment stance.

Positive

• CFO retains a substantial 1.5 M-share stake, underscoring long-term alignment with shareholders.

Negative

• None.

Insights

Equity Analyst

TL;DR: Routine tax withholding; executive still holds 1.5 M shares—neutral signal.

The Code F classification confirms the shares were surrendered solely to satisfy withholding taxes on vested RSUs, not sold on the open market. The residual 1.5 M-share position—nearly 15× the shares withheld—maintains strong alignment between the CFO and shareholders. With no derivatives exercised and no reduction in economic exposure, the event is operationally neutral and should not influence valuation models.

Corporate Governance Specialist

TL;DR: Administrative compliance event; governance impact immaterial.

Form 4 filings like this demonstrate timely Section 16 compliance but carry minimal governance implications. The modest share count and automatic nature of the withholding do not suggest insider sentiment. Continued sizable ownership supports incentive alignment and mitigates agency risk. Overall impact: neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SIMMONS SABRINA

(Last) (First) (Middle)

C/O PETCO HEALTH AND WELLNESS COMPANY,

INC., 10850 VIA FRONTERA

(Street)

SAN DIEGO CA 92127

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Petco Health & Wellness Company, Inc. [ WOOF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/24/2025		F		17,574(1)	D	$4.36	1,502,865(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transaction reported reflects the withholding of restricted stock units ("RSUs") in satisfaction of the Reporting Person's tax liability. The RSUs were granted to the Reporting Person on July 29, 2024 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and vested on July 24, 2025.

2. Includes 1,422,766 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

	/s/ Giovanni Insana, as Attorney-in-Fact	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Petco (WOOF) shares did CFO Sabrina Simmons withhold?

She withheld 17,574 Class A shares on 24-Jul-2025.

What price was applied to the withheld shares?

The shares were valued at $4.36 per share for tax purposes.

How many Petco shares does the CFO own after the transaction?

Simmons now beneficially owns 1,502,865 shares, including 1,422,766 RSUs.

Was this an open-market sale by the CFO?

No. Code F indicates shares were surrendered to satisfy taxes, not sold openly.

What does Code F mean in a Form 4 filing?

Code F denotes share withholding to cover taxes from equity award vesting, a routine administrative action.